SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 15, 2007, by and among IQ MICRO INC., a Colorado corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2007, by and among IQ MICRO INC., a Colorado corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 15, 2007, by and between IQ MICRO INC., a Colorado corporation with its principal place of business located at 500 Australian Avenue, Suite 700, West Palm Beach, Florida 33401 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey
PLEDGE AND ESCROW AGREEMENT (the “Agreement”) dated as of February 15, 2007 made by each of the undersigned (each a “Pledgor”, and collectively, the “Pledgors”), in favor of CORNELL CAPITAL PARTNERS, L.P., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").
